SOURCE: Brower Piven, A Professional Corporation

October 07, 2010 18:27 ET

Brower Piven Announces Class Action Lawsuit on Behalf of All Investors Who Held Shares of the Common Stock of Potash Corporation of Saskatchewan Inc. on August 17, 2010

STEVENSON, MD--(Marketwire - October 7, 2010) -  Brower Piven, A Professional Corporation today announced that a class action has been commenced in the United States District Court for the Northern District of Illinois on behalf of all persons who held shares of the common stock of Potash Corporation of Saskatchewan Inc. ("Potash") (NYSE: POT) on August 17, 2010, against Potash and its Board of Directors for violations of Sections 14(d)(4) and 14(e) of the Securities Exchange Act of 1934 and the Canada Business Corporations Act in connection with the tender offer by BHP Billiton Development 2 (Canada) Limited, a wholly-owned indirect subsidiary of BHP Billiton Plc (collectively, "BHP"), for Potash (the "Tender Offer").

No class has yet been certified in the above action. Members of the Class will be represented by the lead plaintiff and counsel chosen by the lead plaintiff. If you wish to choose counsel to represent you and the Class, you must apply to be appointed lead plaintiff no later than December 6, 2010 and be selected by the Court. The lead plaintiff will direct the litigation and participate in important decisions including whether to accept a settlement and how much of a settlement to accept for the Class in the action. The lead plaintiff will be selected from among applicants claiming the largest loss from investment in the Company during the Class Period. You are not required to have sold your shares to seek damages or to serve as a Lead Plaintiff.

The complaint, which seeks to recover damages on behalf of all holders of Potash common stock on August 17, 2010, alleges that in early August 2010, BHP attempted to engage the Potash Board in discussions concerning a potential acquisition of Potash by BHP and that on or about August 13, 2010, BHP made a written proposal to purchase Potash for US$130 per share in cash. The complaint also alleges that after the Board refused to consider BHP's non-coercive, premium offer in good faith, the Board adopted a shareholders rights plan known as a poison pill (the "Poison Pill"), that would act to dilute Potash's equity, to entrench incumbent directors and management of Potash and prevent BHP from acquiring the Company without the consent of the Board. The complaint asserts that the Poison Pill prevents Potash shareholders from freely considering BHP's or any other takeover offer and that the Tender Offer to purchase all of the outstanding common shares of Potash for US$130 per share commenced by BHP on August 20, 2010 is conditioned on the inapplicability and redemption of the Poison Pill.

According to the complaint, in an attempt to defeat shareholder support for the Tender Offer, the defendants, on August 23, 2010, issued a materially false and misleading Solicitation/Recommendation Statement on Schedule 14D-9. The 14D-9, which recommends that Potash shareholders reject the Tender Offer and not tender their shares, omits and/or misrepresents material information about, among other things, the Poison Pill and its purpose, analysis of the BHP offer price, analysis of Potash and strategic alternatives, the financial analysis by Potash's financial advisors and the standards used to conclude that the Tender Offer was "inadequate, from a financial point of view," and the Board's self-interested reasons for rebuffing BHP.

If you held shares of the common stock of Potash Corporation of Saskatchewan Inc. on August 17, 2010, you may obtain additional information about this lawsuit and your ability to become a lead plaintiff by contacting Brower Piven at www.browerpiven.com, by email at hoffman@browerpiven.com, by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 50 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Contact Information

  • CONTACT:
    Charles J. Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    410/415-6616
    Email Contact